Common use of Change of Control Terminations Clause in Contracts

Change of Control Terminations. If Executive's employment with the Company is terminated without Cause or Executive resigns for any reason within six (6) months following a Change in Control, Executive will be entitled to all payments, rights and benefits provided pursuant to Section 6.1, except that (i) the Severance Period will be extended by nine (9) months; and (ii) all periodic payments will be converted to an undiscounted lump sum, payable immediately following upon termination. Subject to Section 6.2(b)(i), the amount payable under Section 6.2(a) will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid or due to Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject Executive to a Parachute Excise Tax. Notwithstanding the foregoing, if the Total Payments would, in the absence of this Section 6.2(b)(i), result in the imposition of a Parachute Excise Tax on Executive, then the Total Payments will be reduced to the extent necessary to eliminate the imposition of a Parachute Excise Tax; provided, however, that if the amount by which the Total Payments would be reduced pursuant to this Section 6.2(b)(i) exceeds 10% of the amount of the Total Payments, then the Total Payments will not be reduced and Section 6.2(b)(ii) will apply. Subject to Section 6.2(b)(i), if payment of the Total Payments result in the imposition of a Parachute Excise Tax, Executive will be entitled to an additional payment in an amount such that, after the payment of the Parachute Excise Tax with respect to the Total Payments and the payment of all federal and state income, employment and excise taxes on additional payment made pursuant to this Section 6.2(b)(ii), Executive will be in the same after-tax position as if no Parachute Excise Tax had been imposed.

Change of Control Terminations. If Executive's employment with the Company is terminated without Cause or Executive resigns for any reason within six (6) months following a Change in Control, Executive will be entitled to all payments, rights and benefits provided pursuant to Section 6.1, except that (i) the Severance Period will be extended by nine (9) months; and (ii) all periodic payments will be converted to an undiscounted lump sum, payable immediately following upon termination. Subject to Section 6.2(b)(i), the amount payable under Section 6.2(a) will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid or due to Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject Executive to a Parachute Excise Tax. Notwithstanding the foregoing, if the Total Payments would, in the absence of this Section 6.2(b)(i), result in the imposition of a Parachute Excise Tax on Executive, then the Total Payments will be reduced to the extent necessary to eliminate the imposition of a Parachute Excise Tax; provided, however, that if the amount by which the Total Payments would be reduced pursuant to this Section 6.2(b)(i) exceeds 10% of the amount of the Total Payments, then the Total Payments will not be reduced and Section 6.2(b)(ii) will apply. Subject to Section 6.2(b)(i), if payment of the Total Payments result in the imposition of a Parachute Excise Tax, Executive will be entitled to an additional payment in an amount such that, after the payment of the Parachute Excise Tax with respect to the Total Payments and the payment of all federal and state income, employment and excise taxes on additional payment made pursuant to this Section 6.2(b)(ii), Executive will be in the same after-tax position as if no Parachute Excise Tax had been imposed.. The determination of the amount of the Total Payments and whether and to what extent reductions or payments under Sections 6.2(b) are required to be made will be made at the Company's expense by an independent auditor selected by mutual agreement of the Company and Executive. In the event of any underpayment or overpayment to Executive (determined after the application of Sections 6.2(b)(i) and (ii)), the amount of such underpayment or overpayment will be, as promptly as practicable, paid